Securing an Issuing House License in Nigeria enables your firm to underwrite and manage public and private securities offerings—a critical function in the capital market. This article delivers an exhaustive roadmap to obtaining the license, drawing entirely from the Securities and Exchange Commission (SEC) Nigeria’s official materials.
Table of Contents
What Is an Issuing House License?
An Issuing House License authorises a corporate entity to act as an intermediary between issuers of securities (e.g., companies raising capital) and the investing public. Issuing Houses package, price, and distribute new issues of stocks and bonds, ensuring compliance with regulatory requirements and market standards.
Regulatory Framework
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Investments and Securities Act (ISA) No. 29 of 2007 (repealed by the Investments and Securities Bill 2025 but still largely in force) governs the licensing of Capital Market Operators (CMOs) including Issuing Houses.
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SEC Nigeria is the regulatory authority responsible for granting and supervising Issuing House licenses.
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SEC Rules and Regulations (as amended) detail procedural and substantive requirements for registration.
Why You Need an Issuing House License
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Legitimacy & Trust: Demonstrates to issuers and investors that your firm meets rigorous financial and professional standards.
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Market Access: Permits participation in public issues, rights issues, and private placements.
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Revenue Streams: Generates underwriting, advisory, and placement fees.
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Regulatory Compliance: Avoids penalties for acting without proper authorisation.
Eligibility Criteria
To qualify, an applicant company must, at a minimum:
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Be duly incorporated under the Companies and Allied Matters Act (CAMA).
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Possess the required minimum paid-up capital of ₦200 million.
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Maintain a Fidelity Insurance Bond covering at least 25% of that capital.
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Appoint at least four (4) sponsored individuals, including a Compliance Officer and the Managing Director, each meeting stipulated experience and qualification thresholds.
Documentation Requirements
1. Payment Evidence
| Fee Type | Amount (₦) | Notes |
|---|---|---|
| Filing/Application Fee | 50,000 | Evidence of payment required |
| Processing Fee | 200,000 | “ |
| Registration Fee | 500,000 | “ |
| Sponsored Individual Fee (each) | 50,000 | For each proposed sponsored individual |
2. Forms
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Form SEC 3 – Company application
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Forms SEC 2 & 2D – Sponsored Individuals/Compliance Officer & Directors (duplicates)
3. Corporate Documents
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Certified copy of Certificate of Incorporation
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Certified Memorandum & Articles of Association (must empower issuing functions)
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CAC Forms showing Statement of Share Capital, Return of Allotment, Particulars of Directors
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Latest audited financial statements or, if less than 1 year old, audited statement of affairs (60% liquid assets required)
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Sworn undertakings:
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To maintain proper records & render returns
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To comply with SEC Rules & ISA 2007
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4. Company Profile & Business Plan
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Corporate profile: History, shareholding, principal officers
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Organisational chart & operational manual
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Subsidiary details, shareholdings
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Six-month bank statements
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Business plan outlining intended services and market strategy
5. Minimum Paid-Up Capital & Insurance
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Evidence of ₦200,000,000 paid-up (bank balances, fixed assets, SEC-quoted securities)
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Fidelity Insurance Bond covering more than 25% of paid-up capital
6. Sponsored Individuals
Each must provide:
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Four years post-graduation experience in capital market operations
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Curriculum vitae (chronological, with gap explanations)
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Credentials: Secondary School & NYSC certificates (originals for sighting)
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Police clearance report (two recent passport photos; to commence at SEC Abuja/Lagos)
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Means of ID: International passport, tax/utility documents
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Full postal addresses of prior employers, bankers, referees
Fees & Costs Summary
| Item | Cost (₦) |
|---|---|
| Filing/Application Fee | 50,000 |
| Processing Fee | 200,000 |
| Registration Fee | 500,000 |
| Sponsored Individual Fee (each) | 50,000 |
| Minimum Paid-Up Capital | 200,000,000 |
| Fidelity Insurance Bond (≥25%) | ≥50,000,000 |
Total Up-Front Cash Requirement: ₦200.8 million (plus bond premium).
Step-by-Step Application Process
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Preliminary Assessment
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Confirm corporate status with CAC and available capital.
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Identify and preliminarily vet four qualified sponsored individuals.
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Form Completion
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Download Forms SEC 2, 2D & 3 from and complete in full.
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Payment of Fees
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Pay via SEC’s REMITA portal or designated banks.
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Obtain and notarise payment evidence slips.
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Document Compilation
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Assemble corporate documents, audited statements, business plan, insurance bond certificate.
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Collect sponsored individuals’ CVs, credentials, police reports, ID copies.
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Submission
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Submit the complete application packet at the SEC Head Office (Abuja) or Lagos Zonal Office.
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Retain proof of delivery or acknowledgement slip.
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Pre-Registration Training & Examination
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Sponsored individuals attend mandatory training and sit for the qualifying exam.
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Successful candidates proceed to interview scheduling.
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Inspection & Interview
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SEC conducts a physical inspection of the applicant’s premises.
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Sponsored individuals appear before the Registration Interview Committee.
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Final Review & Approval
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SEC evaluates compliance with ISA 2007/Rules and Regulations.
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Upon satisfaction, the Commission issues a Certificate of Registration as an Issuing House.
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Review, Inspection & Interview
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Physical Inspection: Verifies office setup, record-keeping systems, compliance infrastructure.
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Interview Panel: Assesses sponsored individuals’ competence, understanding of ISA provisions, and ability to manage issuance processes.
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Typical Timeline: 3–6 months from submission to approval (subject to completeness and SEC workload).
Approval, Issuance & Renewal
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Certificate of Registration is valid until January 31 of the following year.
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Annual Renewal: Submit renewal forms, fees, and evidence of continuing compliance by January 31 each year; failure attracts penalties.
Common Misconceptions
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“I only need two sponsored individuals.”
— No. A minimum of four is mandatory, including a Compliance Officer and the Managing Director. -
“Audited accounts are optional for new companies.”
— Even companies less than 1 year old must submit an audited statement of affairs, signed by two directors. -
“Paid-up capital can be subscribed but unpaid.”
— The ₦200 million must be fully paid-up in cash, assets, or quoted securities.
Frequently Asked Questions (FAQs)
Q1: How long does it take to get an Issuing House License?
A: Typically 3–6 months, contingent on document completeness, inspection schedules, and exam/interview outcomes.
Q2: Can a foreign company apply directly?
A: Yes, but non-residents must provide valid work permits and meet all local capital and fidelity bond requirements.
Q3: What happens if I miss the renewal deadline?
A: Late renewals attract penalties and may result in suspension until compliance is achieved.
Q4: Is the business plan mandatory?
A: Yes—SEC uses it to assess viability and depth of market understanding.
Q5: Can I upgrade from another CMO function?
A: Transfers and status changes require additional fees and new sponsored individuals where applicable.
Conclusion
Obtaining an Issuing House License in Nigeria demands rigorous preparation—robust capital, qualified personnel, precise documentation, and diligent compliance. By following this guide and adhering strictly to SEC requirements, your firm positions itself for a successful application and a strong footing in Nigeria’s vibrant capital market.
